Download SECURITIES AND EXCHANGE COMMISSION Washington, D.C.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 13, 2002)
SIMON PROPERTY GROUP, INC.
(Exact name of registrant as
as specified in its charter)
DELAWARE
(State or other jurisdiction
of incorporation or organization)
04-6268599
(I.R.S. Employer Identification No.)
001-14469
(Commission File Number)
January 17, 2002 (
SPG REALTY CONSULTANTS, INC.
(Exact name of registrant
specified in its charter)
DELAWARE
(State or other jurisdiction
of incorporation or organization)
13-2838638
(I.R.S. Employer Identification No.)
001-14469-01
(Commission File Number)
115 WEST WASHINGTON STREET
INDIANAPOLIS, INDIANA
46204
(Address of principal executive offices and zip code)
(317) 636-1600
(Registrants' telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
On January 13, 2002, Simon Property Group, Inc. issued a joint press
release, along with Westfield America Trust and The Rouse Company,
announcing their agreement to jointly purchase the assets of Rodamco North
America N.V. for $5.3 billion. A copy of that press release is filed as
Exhibit 99 to this report and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
FINANCIAL STATEMENTS
None
EXHIBITS
99
Press Release dated January 13, 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
January 17, 2002
SIMON PROPERTY GROUP, INC.
SPG REALTY CONSULTANTS, INC.
By:
/s/ James M. Barkley
Name: James M. Barkley
Title: Secretary
EXHIBIT 99
WESTFIELD AMERICA TRUST, SIMON PROPERTY GROUP AND THE ROUSE COMPANY AGREE
TO ACQUIRE RODAMCO ASSETS FOR $5.3 BILLION
NEW YORK, JAN. 13 /PRNEWSWIRE-FIRSTCALL/ -- OFFICIALS AT WESTFIELD
AMERICA TRUST (ASX: WFA), SIMON PROPERTY GROUP, INC. (NYSE: SPG) AND THE
ROUSE COMPANY (NYSE: RSE) ANNOUNCED TODAY THAT THEY HAVE SIGNED A
DEFINITIVE AGREEMENT TO JOINTLY PURCHASE THE ASSETS OF RODAMCO NORTH
AMERICA N.V. (EURONEXT: RNAA) FOR $5.3 BILLION. THE TRANSACTION HAS BEEN
APPROVED BY EACH OF THE COMPANIES' BOARD OF DIRECTORS AND IS SUBJECT TO
CUSTOMARY CLOSING CONDITIONS. THE TRANSACTION IS EXPECTED TO BE COMPLETED
IN APPROXIMATELY 90 DAYS. BASED UPON THE PURCHASE PRICE AND THE NET
OPERATING INCOME CURRENTLY IN PLACE, THE COMBINED INITIAL YEAR UNLEVERED
RETURN FOR WESTFIELD, SIMON AND ROUSE FROM THIS TRANSACTION IS EXPECTED TO
BE APPROXIMATELY 8.5%.
RNA IS A PUBLICLY TRADED, NETHERLANDS-BASED PROPERTY COMPANY. ITS
PORTFOLIO CONSISTS PRIMARILY OF HIGH-QUALITY, HIGHLY-PRODUCTIVE REGIONAL
MALLS IN THE UNITED STATES, AS WELL AS OWNERSHIP INTERESTS IN OTHER REAL
ESTATE ASSETS. THE RNA MALL ASSETS GENERATE INDUSTRY-LEADING SALES OF OVER
$450 PER SQUARE FOOT AND ARE 93% OCCUPIED. THE PORTFOLIO CONTAINS SOME OF
THE COUNTRY'S MOST PRODUCTIVE AND DOMINANT ASSETS INCLUDING CENTURY CITY
SHOPPING CENTER IN LOS ANGELES; COPLEY PLACE IN BOSTON; THE GALLERIA IN
HOUSTON; GARDEN STATE PLAZA IN SUBURBAN NEW JERSEY; OAKBROOK CENTER IN
CHICAGO; AND PERIMETER MALL IN ATLANTA. A DETAILED LISTING OF ASSETS BEING
ACQUIRED BY EACH COMPANY IS PROVIDED AS ATTACHMENT A TO THIS RELEASE.
SIMON AND ROUSE EACH OWN FOUR OF THE PORTFOLIO ASSETS IN JOINT
VENTURES WITH RNA AND WESTFIELD OWNS ONE OF THE ASSETS IN AN RNA JOINT
VENTURE. EACH OF THE COMPANIES WILL ACQUIRE THE REMAINING OWNERSHIP
INTERESTS IN ITS EXISTING JOINT VENTURE ASSETS. THE BALANCE OF THE REGIONAL
MALL PORTFOLIO HAS BEEN ALLOCATED BASED UPON MARKET PRESENCE AND OTHER
STRATEGIC CONSIDERATIONS OF THE THREE COMPANIES.
THE THREE COMPANIES WILL JOINTLY OWN THE REMAINING ASSETS, WHICH
INCLUDE A THIRD PARTY PROPERTY MANAGEMENT COMPANY, A NEW YORK OFFICE
BUILDING AND INVESTMENTS IN THREE REAL ESTATE OPERATING COMPANIES. THE
BUYERS INTEND TO OPERATE AND TO GROW THE THIRD PARTY MANAGEMENT BUSINESS,
URBAN RETAIL PROPERTIES CO., CAPITALIZING UPON ITS CURRENT LEADING MARKET
POSITION AND THE UNIQUE SKILLS AND TALENTS OF URBAN'S EXISTING EMPLOYEES.
WESTFIELD'S SHARE OF THE GROSS VALUE OF THE TRANSACTION IS
APPROXIMATELY $2.3 BILLION INCLUDING $936 MILLION OF EXISTING RNA PROPERTY
DEBT AND PERPETUAL PREFERRED STOCK. THE BALANCE WILL BE PAYABLE IN CASH AT
CLOSING. PETER LOWY, CHIEF EXECUTIVE OFFICER OF WESTFIELD AMERICA STATED,
"WE ARE DELIGHTED TO WORK IN PARTNERSHIP WITH SIMON AND ROUSE, TWO OF
AMERICA'S LEADING REITS, IN A WAY THAT CREATES VALUE FOR ALL PARTIES. FOR
WESTFIELD, THE ADDITION OF THE RNA CENTERS COMPLEMENTS THE RECENT
ACQUISITION OF NINE NEW CENTERS FROM THE JACOBS GROUP AND FURTHER ENHANCES
THE GEOGRAPHIC SPREAD OF ASSETS ACROSS THE U.S."
SIMON'S SHARE OF THE GROSS VALUE OF THE TRANSACTION IS APPROXIMATELY
$1.55 BILLION, INCLUDING $570 MILLION OF EXISTING RNA PROPERTY DEBT AND
PERPETUAL PREFERRED STOCK. THE BALANCE WILL BE PAYABLE IN CASH AT CLOSING
AND, INITIALLY, WILL BE FUNDED BY THE COMPANY'S EXISTING CREDIT FACILITY
AND AN ACQUISITION FACILITY. DAVID SIMON, CHIEF EXECUTIVE OFFICER OF SIMON
PROPERTY GROUP, STATED, "WE ARE PLEASED TO BE A PART OF THIS TRANSACTION,
ADDING NINE NEW REGIONAL MALLS TO THE SIMON PORTFOLIO, AS WELL AS ASSUMING
100% OWNERSHIP OF OUR FOUR EXISTING RNA VENTURES. WE HAVE INCREASED OUR
DOMINANCE IN BOSTON AND CONTINUE TO ENHANCE THE QUALITY OF OUR PORTFOLIO
THROUGH THE ADDITION OF SUCH PROMINENT ASSETS AS THE GALLERIA IN HOUSTON
AND SOUTHPARK MALL IN CHARLOTTE. WE ARE ALSO PLEASED TO PARTNER WITH ROUSE
AND WESTFIELD IN THIS TRANSACTION WHICH IS EXPECTED TO BE IMMEDIATELY
ACCRETIVE TO EARNINGS AND INCREASE VALUE TO OUR SHAREHOLDERS."
THE ROUSE COMPANY'S SHARE OF THE GROSS VALUE OF THIS TRANSACTION IS
APPROXIMATELY $1.45 BILLION, INCLUDING $675 MILLION OF EXISTING RNA
PROPERTY DEBT AND PERPETUAL PREFERRED STOCK. THE BALANCE WILL BE PAYABLE IN
CASH AT CLOSING. THE COMPANY HAS ARRANGED A BRIDGE LOAN PROVIDING $870
MILLION OF AVAILABILITY FOR AN EIGHTEEN (18) MONTH TERM. ANTHONY W.
DEERING, CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF THE ROUSE COMPANY, STATED,
"WE ARE PLEASED TO HAVE THE OPPORTUNITY TO JOIN WITH SIMON PROPERTY GROUP
AND WESTFIELD AMERICA TRUST IN THIS TRANSACTION. OUR CORPORATE STRATEGY HAS
BEEN TO FOCUS ON DOMINANT RETAIL CENTERS IN MAJOR MARKETS AND THESE EIGHT
PROPERTIES CERTAINLY FIT THAT PROFILE. WE ARE INTIMATELY FAMILIAR WITH FOUR
OF THESE PROPERTIES (NORTH STAR MALL, PERIMETER MALL, WILLOWBROOK AND
COLLIN CREEK), HAVING OWNED AND MANAGED THEM FOR MANY YEARS, AND THE OTHER
FOUR CENTERS PROVIDE THE COMPANY A HIGH QUALITY PRESENCE IN THREE NEW
MARKETS, CHICAGO, DETROIT AND DURHAM."
MERRILL LYNCH & CO. ACTED AS A FINANCIAL ADVISOR TO WESTFIELD AND
ASSISTED IN THE TRANSACTION. BANC OF AMERICA SECURITIES ACTED AS FINANCIAL
ADVISOR TO THE ROUSE COMPANY.
WESTFIELD AMERICA TRUST (ASX: WFA) IS ONE OF THE LARGEST PROPERTY
TRUSTS LISTED ON THE AUSTRALIAN STOCK EXCHANGE. WFA OWNS THE WESTFIELD
AMERICA PORTFOLIO OF 39 MAJOR U.S. SHOPPING CENTERS, BRANDED AS WESTFIELD
SHOPPINGTOWNS. WESTFIELD SHOPPINGTOWNS ARE HOME TO MORE THAN 5,000
SPECIALTY STORES, SERVE 10 PERCENT OF THE U.S. POPULATION AND COMPRISE 37.8
MILLION SQUARE FEET OF LEASABLE SPACE IN CALIFORNIA, COLORADO, CONNECTICUT,
MARYLAND, MISSOURI, NEW JERSEY, NEW YORK, NORTH CAROLINA AND WASHINGTON.
SIMON PROPERTY GROUP, INC. (NYSE: SPG), HEADQUARTERED IN INDIANAPOLIS,
INDIANA, IS A SELF-ADMINISTERED AND SELF-MANAGED REAL ESTATE INVESTMENT
TRUST WHICH, THROUGH ITS SUBSIDIARY PARTNERSHIPS, IS ENGAGED IN THE
OWNERSHIP, DEVELOPMENT, MANAGEMENT, LEASING, ACQUISITION AND EXPANSION OF
INCOME-PRODUCING PROPERTIES, PRIMARILY REGIONAL MALLS AND COMMUNITY
SHOPPING CENTERS. IT CURRENTLY OWNS OR HAS AN INTEREST IN 252 PROPERTIES
CONTAINING AN AGGREGATE OF 187 MILLION SQUARE FEET OF GROSS LEASABLE AREA
IN 36 STATES AND SEVEN ASSETS IN EUROPE AND CANADA. TOGETHER WITH ITS
AFFILIATED MANAGEMENT COMPANY, SIMON OWNS OR MANAGES APPROXIMATELY 191
MILLION SQUARE FEET OF GROSS LEASABLE AREA IN RETAIL AND MIXED-USE
PROPERTIES. SHARES OF SIMON PROPERTY GROUP, INC. ARE PAIRED WITH BENEFICIAL
INTERESTS IN SHARES OF STOCK OF SPG REALTY CONSULTANTS, INC. ADDITIONAL
SIMON PROPERTY GROUP INFORMATION IS AVAILABLE AT WWW.SHOPSIMON.COM.
HEADQUARTERED IN COLUMBIA, MD., THE ROUSE COMPANY WAS FOUNDED IN 1939
AND BECAME A PUBLIC COMPANY IN 1956 (NYSE: RSE). A PREMIER REAL ESTATE
DEVELOPMENT AND MANAGEMENT COMPANY, THE ROUSE COMPANY, THROUGH ITS NUMEROUS
AFFILIATES, OPERATES MORE THAN 200 PROPERTIES ENCOMPASSING RETAIL, OFFICE,
RESEARCH AND DEVELOPMENT AND INDUSTRIAL SPACE IN 21 STATES. THE COMPANY IS
ALSO THE DEVELOPER OF THE PLANNED COMMUNITIES OF COLUMBIA, MD., AND
SUMMERLIN, JUST OUTSIDE OF LAS VEGAS.
THIS RELEASE INCLUDES FORWARD-LOOKING STATEMENTS, WHICH REFLECT THE
COMPANIES' CURRENT VIEW WITH RESPECT TO FUTURE EVENTS AND FINANCIAL
PERFORMANCE. THESE FORWARD-LOOKING STATEMENTS ARE SUBJECT TO CERTAIN RISKS
AND UNCERTAINTIES, WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY
FROM HISTORICAL OR ANTICIPATED RESULTS. THE WORDS "BELIEVE", "EXPECT",
"ANTICIPATE" AND SIMILAR EXPRESSIONS IDENTIFY FORWARD-LOOKING STATEMENTS.
READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING
STATEMENTS, WHICH SPEAK ONLY AS OF THEIR DATES. THE COMPANIES UNDERTAKE NO
OBLIGATION TO PUBLICLY UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS,
WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE. FOR A
DISCUSSION OF CERTAIN FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM HISTORICAL OR ANTICIPATED RESULTS, INCLUDING REAL ESTATE
INVESTMENT RISKS, DEVELOPMENT RISKS AND CHANGES IN THE ECONOMIC CLIMATE,
YOU ARE REFERRED TO VARIOUS HISTORICAL FILINGS BY SIMON PROPERTY GROUP,
INC. AND THE ROUSE COMPANY WITH THE SECURITIES AND EXCHANGE COMMISSION.
SUCH FILINGS INCLUDE, BUT ARE NOT LIMITED TO FORM 10K AND FORM 10Q.
ATTACHMENT A
SUMMARY OF PROPERTIES ACQUIRED FROM RODAMCO NORTH AMERICA (RNA)
PROPERTIES TO BE ACQUIRED BY WESTFIELD AMERICA TRUST
GLA Information
Ownership %
(000's)
to be
Total
Mall
Property Name/Location
Acquired(1) Center
Brandon TownCenter
Brandon, FL
JCPenney, Sears
Stores
Anchor Tenants
100%
980
361
Burdines,
Dillard's,
50%
794
437
Bloomingdale's,
Macy's
Citrus Park Town Center
Tampa, FL
JCPenney, Sears
100%
1,099
454
Burdines,
Dillard's,
Countryside Mall
Clearwater, FL
JCPenney, Sears
100%
1,215
420
Burdines,
Dillard's,
Fox Valley Center
Aurora, IL
Marshall Field's,
Sears
100%
1,417
549
Carson Pirie Scott,
JCPenney,
Franklin Park Mall
Toledo, OH
JCPenney,
Marshall Field's
50%
1,071
316
Dillard's,
Jacobson's,
Galleria at Roseville
Roseville, CA
100%
1,073
472
JCPenney, Macy's,
Nordstrom, Sears
Garden State Plaza(2)
Paramus, NJ
Nordstrom, Neiman
Marcus
50%
1,988
791
JCPenney, Lord &
Taylor, Macy's,
Great Northern Mall
North Olmsted, OH
100%
866
316
JCPenney,
Kaufmann's, Sears
Hawthorn Center
Vernon Hills, IL
Marshall Field's,
Sears
100%
1,233
504
Carson Pirie Scott,
JCPenney,
MainPlace
Santa Ana, CA
Nordstrom
100%
1,117
456
Robinsons-May
(2 stores), Macy's,
Old Orchard Center
Skokie, IL
Marshall Field's,
Nordstrom, Saks
Fifth Avenue
100%
1,788
648
Bloomingdale's,
Lord & Taylor,
San Francisco Shopping Centre 50%
San Francisco, CA
508
196
Nordstrom
Valencia Town Center
Valencia, CA
Sears
730
335
JCPenney,
Robinsons-May,
Century City Shopping Center
Los Angeles, CA
25%
SUMMARY OF PROPERTIES ACQUIRED FROM RODAMCO NORTH AMERICA (RNA)
PROPERTIES TO BE ACQUIRED BY SIMON PROPERTY GROUP, INC.
GLA Information
Ownership %
(000's)
to be
Total
Mall
Property Name/Location
Acquired(1) Center
Stores
Anchor Tenants
Copley Place
Boston, MA
31%
1,192
264
Neiman Marcus
Coral Square Mall(2)
Coral Springs, FL
50%
946
298
Burdines
(2 stores),
Dillard's,
JCPenney, Sears
Florida Mall, The(2)
Orlando, FL
JCPenney,
Parisian,
Saks Fifth Avenue,
Sears
50%
1,637
589
Burdines,
Dillard's,
Galleria, The
Houston, TX
Marcus,
Saks Fifth Avenue
31%
1,763
842
Lord & Taylor,
Macy's, Neiman
Mall at Chestnut Hill, The
Newton, MA
50%
444
180
Bloomingdale's,
Filene's
100%
947
317
Marshall Field's,
Kohl's, Mervyn's,
Maplewood Mall
Minneapolis, MN
Sears
Miami International Mall(2)
Miami, FL
Dillard's,
JCPenney, Sears
40%
974
290
Burdines
(2 stores),
Penn Square Mall
Oklahoma City, OK
100%
1,075
385
Dillard's, Foley's,
JCPenney
Pheasant Lane Mall
Nashua, NH
Target
100%
1,011
306
Filene's, JCPenney,
Macy's, Sears,
SouthPark Mall
Charlotte, NC
100%
1,143
306
Belk, Dillard's,
Hecht's, Sears
50%
1,335
457
Dillard's,
JCPenney, Parisian,
Wolfchase Galleria
Memphis, TN
JCPenney, Sears
100%
1,086
389
Dillard's,
Goldsmith's,
Woodland Hills Mall
Tulsa, OK
50%
1,093
384
Dillard's, Foley's,
JCPenney, Sears
West Town Mall(2)
Knoxville, TN
Proffitt's, Sears
SUMMARY OF PROPERTIES ACQUIRED FROM RODAMCO NORTH AMERICA (RNA)
PROPERTIES TO BE ACQUIRED BY THE ROUSE COMPANY
GLA Information
Ownership %
(000's)
to be
Total
Mall
Property Name/Location
Acquired(1) Center
Collin Creek(2)
Plano, TX
Sears
Stores
Anchor Tenants
70%
1,120
330
Dillard's, Foley's,
JCPenney, Mervyn's,
Lakeside Mall
Sterling Heights, MI
JCPenney, Lord &
Taylor, Sears
100%
1,477
516
Hudson's, Hudson's
Men & Home,
North Star Mall
San Antonio, TX
Saks Fifth Avenue
100%
1,251
435
Dillard's, Foley's,
Macy's, Mervyn's,
Oakbrook Center
Oakbrook, IL
Neiman-Marcus,
Nordstrom, Saks
Fifth Avenue, Sears
50%
2,267
842
Lord & Taylor,
Marshall Field's,
Perimeter Mall(2)
Atlanta, GA
Furniture Store
50%
1,519
505
Macy's, Nordstrom,
Rich's, Rich's
100%
1,320
590
Belk, Hecht's,
JCPenney,
Streets at Southpoint, The
Durham, NC
Nordstrom, Sears
Water Tower Place
Chicago, IL
52%
820
310
Lord & Taylor,
Marshall Field's
Willowbrook(2)
Wayne, NJ
Bloomingdale's
62%
1,525
498
Lord & Taylor,
Macy's, Sears,
(1) EFFECTIVE OWNERSHIP INCLUDES CERTAIN MINORITY INTERESTS.
(2) PROPERTY IS IN AN EXISTING JOINT VENTURE WITH RNA.